Terms and Conditions of use of Finding the Light in Dementia Platform

 

These terms and conditions are applicable for all users of the platform.

  • User’s obligations
  1. The User shall:
    1. not: (a) use any robot, spider, rover, scraper, or any other data mining technology or automatic or manual process to monitor, cache, frame, mask, extract data from, copy or distribute the Materials (except as may be a result of standard Internet browser or search engine); (b) fail to follow the instructions provided on the Platform in a “robots.txt” file or similar mechanism; (c) modify, frame, reproduce, archive, sell, lease, rent, exchange, create derivative works from, publish by hard copy or electronic means, publicly perform, display, disseminate, distribute, broadcast, retransmit, circulate to any third party or on any third-party web site, or otherwise use the Materials in any way for any public or commercial purpose except as specifically permitted by this Contract without the prior written consent of the Provider;
    2. not damage the Platform or attempt to gain unauthorised access to any computer system or non-public element of the Platform or interfere or disrupt the Platform, servers or networks connected to the Platform.
  • are aware of the nature of the Material, that certain elements of the Materials may be distressing and that they seek support from their employer and are aware that DUETcare Ltd are not responsible for any damage, loss or claim arising from using the resources on the Platform.
  1. If the Provider’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the User, its agents, subcontractors, consultants or employees, the Provider shall:
    1. not be liable for any costs, charges or losses sustained or incurred by the User that arise directly or indirectly from such prevention or delay;
    2. be entitled to payment of the Fees despite any such prevention or delay; and
  • be entitled to recover any additional costs, charges or losses the Provider sustains or incurs that arise directly or indirectly from such prevention or delay.

 

 

 

 

  1. Data protection

The User acknowledges that the Provider will be required to process certain personal data in connection with the provision of the Services as set out in Schedule 1 (Data protection) and that the Provider and the User will comply with the data protection provisions set out in Schedule 1.

  1. Intellectual property
    1. The Platform and all Materials included in or otherwise forming part of the Platform, including: graphics; layout; text; activities; scripts; powerpoint presentations; animations, animated characters; interviews; content; instructions; images; audio; videos; digital media offered by streaming designs; advertising copy; trademarks; logos; domain names; trade names; service marks and trade identities; any and all copyrightable material (including source and object code); the “look and feel” of the Platform; the compilation, assembly and arrangement of the Materials on the Platform are owned, controlled or licensed by the Provider and are protected from unauthorised use, copying and dissemination by copyright, trademark, patent, publicity and other laws, rules, regulations and international treaties. Except as expressly set out in this Contract, no rights (either by implication, estoppel or otherwise) are granted to the User in connection with the Platform and/or the Materials.
    2. Nothing contained in this Contract will affect, impair, or limit in any way the Provider’s rights to exploit fully any or all of the Materials. The User agrees that it will not, directly or indirectly, contest, challenge, aid or abet in contesting or challenging the validity or ownership of the Materials, or take any action whatsoever in derogation of the Provider’ rights therein.
    3. The entire content of the Platform and the Materials are protected by UK copyright laws and/or similar laws of other jurisdictions. Unless otherwise specified copyright in all Materials is owned by the Provider. Where specified, third-party content providers own the copyright in content that is original to them.
    4. The User shall not to display or use, in any manner any trademarks or service marks of the Provider and any goodwill associated with any use by the User thereof will inure exclusively to the Provider.
    5. The Materials (other than those expressed) may not be downloaded, copied, reproduced in any other way without the express prior written permission of the Provider. Any unauthorised use of the Materials is prohibited.
  2. third party links and content
    1. There may be links from the Platform or within the Materials, or communications the User and/or the Licensed Users receive from the Platform, to third party web sites or the Platform may include third party content that the Provider does not control, maintain or endorse. Accessing third-party sites may require a Licensed User to leave the Platform. The Provider does not control third party sites or any of the content contained therein and the User expressly acknowledges and agrees that the Provider is not responsible or liable for any of those third-party sites, including their content, policies, failures, promotions, products, services, actions and/or any damages, losses, failures or problems caused by, related to or arising from those third parties or their sites.
    2. The User’s correspondence and business dealings with third parties found on or through the Platform and/or the Materials, including the payment and delivery of products and services, and any terms, conditions, warranties and representations associated with any such dealings, are solely between the User and the third party. The Provider disclaims any harm that may result from the User’s choice to use any third-party services and the User agrees that its use of third-party services by it or any Licensed User is at the User’s own risk.
  3. the platform
    1. The Platform including, without limitation, the Materials, are provided on an “as is”, “as available” and “with all faults” basis. To the fullest extent permissible by law, the Provider and its employees, directors, officers, members, shareholders, agents, vendors, and contractors make no representations or warranties or endorsements of any kind whatsoever, express or implied, as to: (a) the Platform; (b) the Materials on or provided through the Platform; (c) the downloadable items; (d) the functions made accessible on or through the Platform; (e) any products, services or instructions offered or referenced at the Platform; and/or (f) security associated with the transmission of information transmitted to or from the Provider or via the Platform. In addition, the Provider hereby disclaims all warranties, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose, non-infringement, title, custom, trade, quiet enjoyment, system integration and freedom from computer virus.
    2. The Provider does not represent or warrant that the Platform or the functions contained therein will be error-free or uninterrupted; those defects will be corrected; or that the Platform or the server that makes the Platform available are free from any harmful components, including, without limitation, viruses or other malware. The Provider does not make any representations or warranties that the information (including any instructions) on the Platform is accurate, complete, correct, adequate, useful, timely, reliable or otherwise.
    3. By accessing or using the Platform, the User represent and warrant that the User’s activities are lawful within the jurisdiction where the User accesses or uses the Platform.
  4. Limitation of liability
    1. Nothing in this clause 11 shall limit the User’s payment obligations under the Contract.
    2. Nothing in the Contract limits any liability which cannot legally be limited, including liability for death or personal injury caused by negligence and fraud or fraudulent misrepresentation.
    3. The Provider’s total liability to the User shall not exceed the Fee paid by the User.
    4. The Provider shall be liable for the following: loss of profits; loss of sales or business; loss of agreements or contracts; loss of anticipated savings; loss of use or corruption of software, data or information; loss of or damage to goodwill; and/or indirect or consequential loss.
    5. Under no circumstances will the Provider be liable to the User for any loss or damages of any kind that are directly or indirectly related to (i) the Platform; (ii) the Materials; (iii) the downloadable items; (iv) the User and/or the Licensed Users use of, inability to use, or the performance of the Platform; (v) any action taken in connection with an investigation by the Provider or law enforcement authorities regarding the User and/or the Licensed Users use of the Platform; (vi) any action taken in connection with copyright or other intellectual property of the User; (vii) any errors or omissions in the sites’ technical operation; or (viii) any damage to the Users or any Licensed User’s computer, hardware, computer software, wireless devices, mobile phone, modem or other equipment or technology, including damage from any security breach or from any virus, bugs, tampering, fraud, error, omission, interruption, defect, delay in operation or transmission, computer line or network failure or any other technical or other malfunction, even if foreseeable or even if the Provider has been advised of or should have known of the possibility of such damages, whether in an action of contract, negligence, strict liability or tort (including whether caused, in whole or in part, by negligence, acts of god, telecommunications failure, or theft or destruction of the Platform).
    6. The User acknowledges that any unauthorised use of any Materials could cause irreparable harm to the Provider and agrees that in the event of any such unauthorised use, the Provider shall be entitled to an injunction in addition to any other remedies available at law or in equity.
      1. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the Materials, business, affairs, Users, clients or suppliers of the other party, except as permitted by clause13(c).
      2. Each party may disclose the other party’s confidential information to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 13(c) and as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
  • Neither party shall use any other party’s confidential information for any purpose other than to perform its obligations under the Contract.
  1. Entire agreement. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into the Contract it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
  2. No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
  3. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
  4. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause 13(g) shall not affect the validity and enforceability of the rest of the Contract.

 

 

Schedule 1 Data protection

 

  1. For the purpose of this Schedule “Data Protection Legislation” means applicable data protection and privacy legislation in force from time to time in the UK including the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder); and the Privacy and Electronic Communications Regulations 2003 (SI 2003 No. 2426) as amended.
  2. The parties acknowledge that the User will provide to the Provider personal data in connection with Licensed Users in particular names and email addresses of Licensed Users (“Personal Data”). The parties consider the sharing of the Personal Data necessary in order to enable the Licensed Users to obtain access to the Platform and the Materials which is of benefit to the User and the Licensed Users. The Provider will not use the Personal Data for any reason other than to provide access to the Platform.
  3. Both parties will comply with all applicable requirements of the Data Protection Legislation. This Schedule 1 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
  4. The parties acknowledge that for the purposes of the Data Protection Legislation, the User’s employer is the controller and the Provider is the processor.
  5. The User’s employer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Supplier for the duration and purposes of this Contract.
  6. The Supplier shall, in relation to any Personal Data processed in connection with the performance by the Supplier of its obligations under this Contract:
    • process that Personal Data in accordance with the terms of this Contract;
    • ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the User, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
    • ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
    • not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the User has been obtained and the following conditions are fulfilled:
    • the User or the Supplier has provided appropriate safeguards in relation to the transfer;
    • the data subject has enforceable rights and effective legal remedies;
    • the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
    • the Supplier complies with reasonable instructions notified to it in advance by the User with respect to the processing of the Personal Data;
    • assist the User, at the User’s cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
    • notify the User without undue delay on becoming aware of a personal data breach;
    • at the written direction of the User, delete or return Personal Data and copies thereof to the User on termination of the Contract unless required by Applicable Law to store the Personal Data; and
    • maintain complete and accurate records and information to demonstrate its compliance with this Schedule 1 and immediately inform the User if, in the opinion of the Supplier, an instruction infringes the Data Protection Legislation.
  7. The User consents to the Supplier appointing Learndash; a third-party processor of Personal Data under this Contract. The Supplier confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement on that third party’s standard terms of which will reflect the requirements of the Data Protection Legislation. As between the User and the Supplier, the Supplier shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this Schedule 1.